EX-10.12



 Exhibit 10.12 
  





 
 233 S. Wacker Drive 

Suite 4200 
 Chicago, Illinois 60610 

telephone +1 (312) 496-1200 

facsimile +1(312) 496-1297 

www.heidrick.com 
 February 18, 2015 

Jory Marino 
 Address on File with the Company 

Dear Jory: 
 On behalf of Heidrick & Struggles, Inc.
(“HSII” or the “Company”), I am pleased to confirm the new terms of your employment arrangement in this letter agreement (the “Agreement”). All amounts in this Agreement are denominated in U.S. dollars. 

 

	 	1.	Effective Date: The new terms of your employment are effective as of October 1, 2014 (the “Commencement Date”). 


 

	 	2.	Title: You will serve as Executive Vice President, Global Markets reporting directly to the Chief Executive Officer, with such duties and responsibilities as may be assigned to you from time to time. From the
Commencement Date through December 31, 2014 (the “Transition Period”), you will complete the transition of your responsibilities from those of your current role to those of Executive Vice President, Global Markets. You agree that you
will devote your full time, energy, and skill to the business of the Company and to the promotion of the Company’s best interest, and shall not work or perform services for any other employer as an employee, consultant or otherwise during the
term of your employment. 

  

	 	3.	Location: You will be based in the Company’s New York office. 

  

	 	4.	Base Salary: You will receive a monthly salary of $54,166.66 (which is equivalent to $650,000 annually) payable at the end of each month. 


 

	 	5.	Management Incentive Plan (MIP) Participation. You will be eligible to participate in the MIP (the Company’s annual bonus program operated pursuant to the Company’s shareholder approved Incentive Plan)
at the Tier 1 level. You will be eligible for a target annual incentive award under the MIP equal to 100% of your Base Salary (the “Target Bonus Amount”), subject to your continued employment with the Company and pursuant to
the terms of the MIP and the Company’s Incentive Plan, as amended from time to time. Performance goals under the MIP will be established annually by the Human Resources and Compensation Committee of the Board (the
“HRCC”). The bonus is discretionary and is not earned until approved by HRCC. Bonuses are only payable if you are employed by the Company on the date such bonus is paid. 


 

	 	6.	Incentive Compensation and Other Plans: You will be eligible to participate in other management compensation plans, including the Company’s 2012 GlobalShare Program (the “GlobalShare Program”). In
addition, you will be eligible to participate in the Change in Control Severance Plan and the Management Severance Pay Plan, as such plans may be amended from time to time (the “CIC Severance Plan” and the “Base Severance Plan”,
respectively, and together the “Severance Plans”). 









	 	7.	Annual Long-Term Incentive Awards: You will receive consideration for annual long-term incentive grants as part of your performance and compensation review under the Company’s long term incentive plan for
senior executives of the Company. Annual long-term incentive awards are subject to the approval of the HRCC. Based on the Company’s current program design, annual grants have a grant date target value equal to 100% of your Base Salary and are
made 50% in the form of restricted stock units (time vesting only) and 50% in the form of performance stock units, but the actual composition of your long-term incentive grant will be determined by the HRCC at the time of grant. Performance
conditions for the performance stock units under the annual long-term incentive program will be established annually by the HRCC. 

  

	 	8.	Transition Compensation: For 2014 only, you will be eligible to receive a transition bonus with a target value of $300,000. This bonus is discretionary and the actual amount payable, if any, shall be determined
by the Chief Executive Officer and is not earned until approved by the HRCC. For the period of January 1, 2014 through September 30, 2014 your target Management Bonus opportunity will be pro-rated to $281,250. Your one-time Long Term
Incentive Award, granted as of June 1, 2013, shall continue to vest in accordance with its terms. 

  

	 	9.	Benefits: You will be eligible to participate in the Company’s benefits program to the same extent as other employees at your level. Our benefits program includes group health, dental, vision, life/AD&D,
long-term disability, short-term disability salary continuation, paid holidays, flexible spending accounts, the Heidrick & Struggles, Inc. 401(k) Profit Sharing and Retirement Plan, and the Deferred Compensation Plan. You will also be
eligible to participate in the Company’s Physical Examination and Financial Planning Program. Your eligibility for all such programs and plans is determined under the terms of those programs/plans. Any discrepancy between this summary and the
company’s plan documents will be resolved in favor of the plan documents. Our benefits program, compensation programs and policies are reviewed from time to time by Company management and may be modified, amended, or terminated at any time.


  

	 	10.	Business Expenses: The Company will reimburse you for your business expenses in accordance with its policies. 

  

	 	11.	Compliance with Policies: Subject to the terms of this Agreement, you agree that you will comply in all material respects with all policies and procedures applicable to similarly situated employees of the
Company, generally and specifically. 

  

	 	12.	Termination of Employment: 

  

	 	a.	Employment at Will: You will be an “employee at will” of the Company, meaning that either party may terminate the employment relationship at any time for any reason (with or without cause or reason)
upon written notice to the other party. A period of notice shall only be required if it is expressly provided in writing under written Company employment policies in effect at the time of such termination, and the Company reserves the right to pay
you severance in the form of salary continuation payments in lieu of any such required notice. 









	 	b.	No Notice Period in Case of Termination for Cause: Notwithstanding any period of notice under written Company employment policies in effect at the time of termination, the Company shall have the right to
terminate your employment for Cause immediately upon written notice. 

  

	 	c.	Compensation Upon Termination: Upon the termination of your employment, you will be paid your Base Salary up through your last day of work (the “Termination
Date”), and any other amounts required by law. You will also be entitled to participate in the Change in Control Severance Plans. 


 

	 	d.	Definition of Cause: For purposes of this Agreement, “Cause” shall mean any of the following: (i) your engagement, during the performance of your duties hereunder, in acts or omissions constituting
dishonesty, gross negligence, fraud, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance; (ii) your indictment of, or plea of nolo contendere to, a crime constituting a (x) a felony under the laws of the
United States or any state thereof or (y) misdemeanor involving moral turpitude; (iii) your material violation or breach of any provision of this Agreement; (iv) your unauthorized use or disclosure of confidential information
pertaining to the Company’s business; (v) any act or omission which results in the restatement of the financial statements of HSII or a subsidiary of HSII; (vi) your engagement in conduct causing demonstrable injury to the Company or
its reputation; (vii) your unreasonable failure or refusal to perform your duties as the Company reasonably requires, to meet goals reasonably established by the Company or its affiliates, or to abide by the Company’s policies for the
operation of its business, and the continuation thereof after the receipt by you of written notice from the Company; (viii) your habitual or gross use of alcohol or controlled substances which interferes with the performance of your duties and
obligations on behalf of the Company; or (ix) your death or Disability, as hereinafter defined. For purposes of this Agreement, “Disability” shall mean that you have been unable, for six (6) consecutive months, to perform your
duties under this Agreement even with accommodation, because of physical or mental illness or injury. The determination of whether you have been terminated for “Cause” will be made at the sole discretion of the HRCC. 


 

	 	e.	Return of Materials: Upon the termination of your employment, you agree to return to the Company, all Company property, including all materials furnished to you during your employment (including but not limited
to keys, computers, automobiles, electronic communication devices, files and identification cards) and all materials created by you during your employment. In addition, you agree that upon the termination of your employment you will provide the
Company with all passwords and similar information that will be necessary for the Company to access materials on which you worked or to continue in its business. 

  


	 	13.	 Confidentiality: In the course of your employment with the Company, you will be given access to and otherwise obtain knowledge of certain trade
secrets and confidential and proprietary information pertaining to the business of the Company and its affiliates. During the term of your employment with the Company and thereafter, you will not, directly or











	 	
indirectly, without the prior written consent of the Company, disclose or use for the benefit of any person, corporation or other entity, or for yourself, any trade secrets or other confidential
or proprietary information concerning the Company or its affiliates, including, but not limited to, information pertaining to their clients, services, products, earnings, finances, operations, marketing, methods or other activities; provided,
however, that the foregoing shall not apply to information which is of public record or is generally known, disclosed or available to the general public or the industry generally (other than as a result of your breach of this covenant or the breach
by another employee of his or her confidentiality obligations). Notwithstanding the foregoing, you may disclose such information as is required by law during any legal proceeding or to your personal representatives and professional advisers as is
required for purposes of rendering tax or legal advice, and, with respect to such personal representatives and professional advisers, you shall inform them of your obligations hereunder and take all reasonable steps to ensure that such professional
advisers do not disclose the existence or substance thereof. Further, you shall not, directly or indirectly, remove or retain, and upon termination of employment for any reason you shall return to the Company, any records, computer disks or files,
computer printouts, business plans or any copies or reproductions thereof, or any information or instruments derived therefrom, arising out of or relating to the business of the Company and its affiliates or obtained as a result of your employment
by the Company. 

  

	 	14.	Non-Solicitation/Non-Competition. Without the prior written consent of the Company, during the term of your employment with the Company and for a period of twelve (12) months after the termination of your
employment with the Company, either unilaterally by you or by the Company, you shall not (i) become engaged in or otherwise become interested in a role that provides or intends to provide similar services in the geographical area which you are
serving currently; (ii) directly or indirectly solicit or assist any other person in soliciting any client or prospective client of the Company with whom you had direct professional contact during the twelve (12) months immediately prior
to the termination of your employment with the Company and during which you learned confidential information, or whose account you oversaw during your employment with the Company; (iii) directly or indirectly solicit, or assist any other person
in soliciting, any employee of the Company or its affiliates (as of your termination of employment with the Company) or any person who, as of such date, was in the process of being recruited by the Company or its affiliates, or induce any such
employee to terminate his or her employment with the Company or its affiliates; or (iv) hire or assist another in hiring any employee of the Company or its affiliates who potentially possesses the Company’s or its Affiliate’s
Confidential Information for a position where the employee’s knowledge of such information might be relevant. The provisions of this Section 14 shall be in addition to any restrictive covenants that are set forth in or otherwise required
by Company benefit plans. In the case of a discrepancy between this Section and any such restrictive covenant, the more restrictive language will apply.

  

	 	15.	Each of the foregoing restrictions contained in Section 14 constitutes an entirely separate and independent restriction on you and shall be read and construed independently of the other undertakings and agreements
herein contained. You and the Company agree that the restrictions contained in Section 14 are reasonable in scope and duration and are necessary to protect the Company’s confidential information and other business interests. If any
provision of Section 14 as applied to any party or to any circumstance is adjudged by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or
enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration or geographic area covered thereby, the parties agree that the court or arbitrator making such determination
will have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete or revise specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.










	 	16.	The parties agree and acknowledge that the breach of Section 13 or 14 will cause irreparable damage to the Company, and upon actual or threatened breach of any provision of either section the Company will be
entitled to seek from a court of competent jurisdiction immediate injunctive relief, specific performance or other equitable relief without the necessity of posting a bond or other security and that this will in no way limit any other remedies which
the Company may have (including, without limitation, the right to seek monetary damages). 

  

	 	17.	Other Legal Matters: 

  

	 	a.	No Other Agreements/Obligations: You have advised the Company that your execution and performance of the terms of this Agreement do not and will not violate any other agreement binding on you or the rights of any
third parties and you understand that in the event this advice is not accurate the Company will not have any obligation to you under this Agreement. 

  

	 	b.	Negotiation of Agreement: You acknowledge that you negotiated the terms of this Agreement with the Company and that you enter into this Agreement voluntarily. 


 

	 	c.	Applicable Legal Standards: You will be an employee of the Company’s United States operations and agree that the laws of the United States of America and the State of Illinois shall govern your employment
with the Company. 

  

	 	d.	Waiver of Jury Trial: Each of the parties hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of your employment or related to this Agreement or the transactions
contemplated hereby. 

  

	 	e.	Notice: All notices and other communications under this Agreement shall be in writing to you at the above-referenced address or to the Company at its Chicago Headquarters, directed to the attention of the General
Counsel. 

  

	 	f.	Full and Complete Agreement: This letter Agreement contains our entire understanding with respect to your employment and can be amended only in writing and signed by the Chief Executive Officer or General
Counsel. This Agreement supersedes any and all prior agreements, whether written or oral, between you and the Company that are not specifically incorporated by reference herein. You and the Company specifically acknowledge that no promises or
commitments have been made that are not set forth in this letter. 

  

	 	g.	Severability: If any provision of this Agreement or the application thereof is held invalid, such invalidity shall not affect other provisions or applications of this Agreement that can be given effect without
the invalid provision or application and, to such end, the provisions of this Agreement are declared to be severable. 









	 	h.	Survival of Provisions: The provisions of Sections 12 (b) and (c) and 13 through 16 of this Agreement shall survive the termination of your employment with the Company and the expiration or termination
of this Agreement. 

 Jory, I wish you all the best in your new role. 

Sincerely, 
 /s/ Tracy R. Wolstencroft 

Tracy R. Wolstencroft 
 President and Chief Executive Officer

  
 I hereby accept the terms and conditions of employment outlined in this Agreement.

  

			
	/s/ Jory Marino                            		February 18, 2015                            
			Date

 Copy: 
 Stephen Beard, General
Counsel & Chief Administrative Officer 
 Richard Greene, Chief Human Resources Officer